SEC Form 4 · accession 0001209191-16-148782
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Phillip Md Et Al Frost
Director · 10% Owner
Frost Gamma Investments Trust
10% Owner · Other
Period of report
Nov 4, 2016
Accepted (ET)
Nov 8, 2016 · 8:10 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001460329
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 4, 2016 | P | 25,000 | $2.97 | A | 15,694,874 | I | By Frost Gamma InvestmentsTrust |
| Common StockF3,F2 | Nov 7, 2016 | P | 10,000 | $3.68 | A | 15,704,874 | I | By Frost Gamma InvestmentsTrust |
| Common StockF4,F2 | holding | — | — | — | 3,000,000 | I | By Frost Gamma Investments Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares were purchased in multiple transactions at prices ranging from $2.90 to $3.10, with a weighted average price per share of $2.97. The reporting person undertakes to provide Cogint, Inc., any security holder of Cogint, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price with the ranges set forth in this footnote.
- F2These securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F3The shares were purchased in multiple transactions at prices ranging from $3.65 to $3.75, with a weighted average price per share of $3.68. The reporting person undertakes to provide Cogint, Inc., any security holder of Cogint, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price with the ranges set forth in this footnote.
- F4On December 8, 2015, the reporting person received a grant, subject to stockholder approval, of 3,000,000 restricted stock units ("RSUs"), convertible into common stock of the issuer on a one-for-one basis. Stockholder approval was obtained on June 1, 2016. The reporting person has elected to defer delivery of any vested RSUs until the reporting person's separation from service from the Company, a Change of Control of the Company, or death or disability.